STRONGHOLD DIGITAL MINING, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 3rd, 2023 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (“Agreement”) is made as of March 7, 2023, by and between Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and Thomas Doherty (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STRONGHOLD DIGITAL MINING HOLDINGS LLC DATED AS OF MARCH 14, 2023Limited Liability Company Agreement • April 3rd, 2023 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • Delaware
THE LIMITED LIABILITY COMPANY INTERESTS IN STRONGHOLD DIGITAL MINING HOLDINGS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS FIFTH AMENDED
JOINDER TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • April 3rd, 2023 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • Delaware
This JOINDER AGREEMENT (this “Joinder”), dated as of March 14, 2023, effective as of November 9, 2022 is delivered pursuant to the terms of Section 7.6(a)(i) of the Tax Receivable Agreement, dated as of April 1, 2021 (the “Tax Receivable Agreement”) by and among Stronghold Digital Mining, Inc. (“SDIG”), Q Power LLC, and Gregory A. Beard as the Agent, in connection with the transfer of 1,000,000 Common Units on November 9, 2022 in accordance with the terms of the Fourth Amended and Restated Limited Liability Company Agreement of Stronghold Digital Mining Holdings, LLC by Q Power LLC (“Assignor”) to William Spence (“Assignee”) and Assignor’s assignment to Assignee of Assignor’s rights under the Tax Receivable Agreement with respect to such transferred Common Units. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Tax Receivable Agreement.
Board Observer AgreementBoard Observer Agreement • April 3rd, 2023 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York
This agreement (the "Agreement") is made effective as of March 27, 2023, by and between Stronghold Digital Mining, Inc., a Delaware corporation (the "Company"), and WhiteHawk Capital Partners LP, a Delaware limited partnership (the "Administrative Agent").
